M. Anne Szostak
[Fleet Financial Group, Inc. Letterhead] Executive Vice President
Fleet Financial Group
Mail Stop: MA OF D36A
One Federal Street
Boston, MA 02110
617-346-0118
Fax 617-346-4740
September 7, 1999
Dear Mr. Higgins:
This letter serves to confirm the terms of your continued employment with
Fleet Financial Group, Inc. following the consummation of Fleet's merger with
BankBoston Corporation (the 'Merger'). The terms described herein are contingent
on the consummation of the Merger.
You will serve as President, Commercial and Regional Banking, reporting to
Chad Gifford. Your duties, responsibilities and authority shall include
management of the Company's middle market and small business banking, asset
based lending and leasing activities, cash management, community development and
retail banking business, with such immaterial changes as shall be made thereto
from time to time or such other changes as to which you agree. While employed,
you will also be nominated to serve as a member of the Fleet Boston Board of
Directors and as a member of its Executive Committee through December 31, 2002.
While employed, you will receive a minimum annual base salary of $800,000
and a minimum annual bonus in each year of 70% of the bonus paid to Fleet
Boston's Chief Executive Officer for such year during the period 1999 through
December 31, 2002. You will also receive a grant of 300,000 shares of Fleet
Boston performance based restricted stock and an option to acquire 200,000
shares of Fleet Boston common stock, in each case effective upon consummation of
the Merger; and while you are still employed, additional option grants of
200,000 each on the first and second anniversaries of the Merger (all being
subject to appropriate adjustment in the event of stock/reverse stock splits or
similar restructurings). The restricted stock and option grants will be on the
terms and substantially in the form provided to you herewith.
In the event your employment is terminated by the Company without Cause or
by you for Good Reason (as such terms are defined in your Amended and Restated
Change of Control Agreement, dated as of October 15, 1997 ('the Change of
Control Agreement'), assuming that the date of the consummation of the Merger
was the Effective Date under the Change of Control Agreement, but with duties,
responsibilities and authority as set forth herein) at any time up to and
including December 31, 2002, you will be entitled to salary continuation
payments for two years (the 'severance period') and a pro rata bonus for the
year of termination (based on 70% of the CEO's bonus for the prior year),
together with such other benefits as may be provided pursuant to the terms of
such other plans and programs in which you may participate, including
immediate vesting of any of the options described above which have been granted
(with you deemed employed at least through January 1, 2003 for purposes of
measuring any post termination exercise period), as well as lapsing of
restrictions on the restricted stock grants also described above. Your
entitlement to pension benefits, perquisites and other benefits are unaffected
by this letter, except as provided below. Furthermore, during the severance
period, you will continue to be an employee for purposes of the Company's
welfare, retirement, deferred compensation and stock incentive and other equity
plans (but without entitlement to additional awards under such incentive plan),
and thereafter as a 'retiree' under said plans; except if you shall obtain other
employment with comparable health insurance then your health insurance benefits
with the Company shall terminate. Notwithstanding the above, the severance
period shall terminate (except with respect to service and age credit to your
qualified and nonqualified retirement plans), if you shall commence employment
in a senior management position with one of the following competitors or their
subsidiaries: Citizens Bancorp, Bank of New York Corp., Citicorp., or Chase
Manhattan Corp. In addition, your salary continuation payments will be
conditioned upon your delivering to the Company a release (in a form reasonably
satisfactory to the Company) of all claims you may have against the Company with
regard to discrimination or any other violation of law by the Company in
terminating you in accordance herewith.
Your Change of Control Agreement will remain in full force and effect in
accordance with its terms during your employment and the severance period,
except that salary continuation or bonus you receive hereunder as severance will
be applied as a credit against salary or bonus payments, respectively, to which
you might otherwise be entitled under the Change of Control Agreement in the
event of a Change of Control of Fleet Boston, and in no case shall you receive
thereunder on a payment (or benefit) by payment (or benefit) basis less than you
receive hereunder both during the Change of Control period and as a result of
any termination (in such case each type of payment or benefit being compared
separately). A similar approach shall be applied with regard to any other
severance program(s) of the Company as to which program(s) you are eligible; the
intent of this paragraph being that you will not receive duplicate benefits;
but, rather, the higher of each type of payment or benefit under this letter and
the Change of Control Agreement or such other program(s), as the case may be.
If the foregoing is in accordance with our understanding, please sign and
return a copy of this letter.
Very truly yours,
Fleet Financial Group, Inc.
By: /s/ M. Anne Szostak
-------------------------------------
Agreed:
/s/ Robert J. Higgins
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Robert J. Higgins
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Employment Agreement - Fleet Financial Group Inc. and Robert J. Higgins
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